ATTORNEY LARRY M. GATLIN P.

C
400 Interstate North Pkwy SE
Atlanta, GA 30330-5054

PURCHASE PROPOSAL

JOHNSON WILLIAMS
2701 Liliha Street
Honolulu, Hawaii 96817

November 10, 2009

VARGAS ESPINO FAMILY

Rancho La Desembocada s/n ejido el colesio, Puerto Vallarta, Jalisco

Dear Seller:

The purpose of this letter is to set forth some of the basic terms and conditions of the proposed
purchase by the undersigned (Johnson Williams) of 20 acres of land owned by you (the "Seller").
The terms set forth in this Letter will not become binding until a more detailed "Purchase
Agreement" is negotiated and signed by the parties, as contemplated below by the section of this
Letter entitled "Non-Binding."

1. DESCRIPTION OF PROPERTY. The property proposed to be sold is located at Puerto

Vallarta, Jalisco, Mexico and is legally described in the attached Exhibit "A".

The Real Estate is subject to public highways, covenants, restrictions and zoning, if any.

2. PRICE. The proposed purchase price is $785,000.00, of which $700,000.00 would be

deposited with Seller, or Seller's agent, upon acceptance of a binding Purchase Agreement.
Buyer would pay the balance to Seller at closing.

3. POSSESSION. Possession would be given on November 10, 2009, or sooner by mutual

agreement. Settlement would be made at the closing, immediately prior to possession.

4. INSPECTION. After the final acceptance of a binding Purchase Agreement, Buyer may have
the Real Estate inspected by a person of Buyer's choice to determine if there are any structural,
mechanical, plumbing or electrical deficiencies, structural pest damage or infestation, any unsafe
conditions or other damage, including the presence of radon gas, any lead-based paint hazards,
and inspections for other conditions that are customary to the locality and/or that are required by
law.

5. SELLER'S WARRANTIES. Seller warrants that the title of the proposed property to be sold
is and shall be good. Good title consists of Seller's actual possession of the property, Seller's
right of possession of the property, and Seller's right of property. Buyer is responsible for
performing any title search or other due diligence investigation of title as may be appropriate,
and may withdraw from a binding Purchase Agreement if it is discovered that Seller does not
have good title. Seller shall deliver title to the property to Buyer in the form of a Warranty Deed.

6. STANDARD PROVISIONS. The Purchase Agreement will include the standard provisions
that are customary to the locality and/or that are required by law.

7. NON-BINDING. This Letter of Intent does not, and is not intended to, contractually bind the
parties, and is only an expression of the basic conditions to be incorporated into a binding
Purchasing Agreement. This Letter of Intent does not address all of the essential terms of any
potential Purchase Agreement. This Letter does not require either party to negotiate in good faith
or to proceed to the completion of a binding Purchase Agreement. The parties shall not be
contractually bound unless and until they enter into a formal, written Purchase Agreement, which
must be in form and content satisfactory to each party and to each party's legal counsel, in their
sole discretion. Neither party may rely on this Letter as creating any legal obligation of any kind;
neither party has taken or will take any action in reliance on this non-binding Letter of Intent,
whether a contract claim, a claim for reliance or estoppel (such as a claim for out-of-pocket
expenses incurred by a party), or a claim for breach of any obligation to negotiate in good faith.

8. CONFIDENTIALITY. Buyer and Seller agree to make good faith efforts to hold any pricing
terms, negotiations, and any other confidential information in confidence and will not disclose
this information to any person or entity without prior written consent from either party.

If you would like to discuss a sale of the Real Estate with the undersigned on these general
terms, please sign and return a copy of this Letter of Intent to the undersigned at your earliest
convenience.

Sincerely,

BUYER:

By: ___________________________________ Date: __08/10/2009________________

JOHNSON WILLIAMS

SELLER:

By: ___________________________________ Date: _08/10/2009_________________

VARGAS ESPINO FAMILY

The above Letter reflects our mutual understanding and sets forth the basis for proceeding to
negotiate a Purchase Agreement as outlined above.